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Connecticut
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000-29599
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06-1559137
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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TABLE
OF CONTENTS
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
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SIGNATURES
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
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On
January 24, 2007 the registrant and/or its banking subsidiary, Patriot
National Bank, entered into new contracts with members of its executive
management team, as follows.
Amended
and Restated Employment Agreement.
The registrant and the Bank entered into a 2007 Employment Agreement
with
Charles F. Howell, President and Chief Executive Officer of the Bank
and
President of Bancorp, effective January 1, 2007. Mr. Howell’s new
agreement replaces his prior employment agreement the term of which
expired December 31, 2006. The new Employment Agreement is for a
three
year period expiring December 31, 2009 and provides for annual base
salaries of $275,000; $290,000; and $310,000 over the three year
term. The
new Employment Agreement also removes the “change of control” provisions
that were in his old Employment Agreement due to the parties entering
into
a separate Change of Control Agreement described below. The other
terms of
Mr. Howell’s 2007 Employment Agreement are substantially the same as his
prior Employment Agreement dated October 23, 2003, updated to reflect
changed circumstances since that time for registrant and Bank.
The
registrant and the Bank entered into a 2007 Employment Agreement
with
Marcus Zavattaro, Executive Vice President and Sales Manager of Mortgage
Brokerage, effective January 1, 2007. Mr. Zavattaro’s new agreement
replaces his prior employment agreement the term of which expired
December
31, 2006. The new Employment Agreement is for a one year period expiring
December 31, 2007 and provides for a guaranteed draw against commissions
of $180,000. The other terms of Mr. Zavattaro’s Employment Agreement are
substantially similar to those in his prior Employment Agreement,
updated
to reflect changed circumstances and business responsibilities since
that
time for the officer and the Bank.
Change
of Control Agreements. The
Bank and/or Bancorp entered into 2007 Change of Control Agreements
with
named executive officers Angelo De Caro (Chairman of registrant and
Bank
and Chief Executive Officer of registrant), Charles F. Howell, Robert
O’Connell (Chief Financial Officer of registrant and Bank), Martin
G.
Noble (Chief Lending Officer of the Bank) and with Philip W. Wolford
(Chief Operating Officer of the Bank) effective January 1, 2007.
The
Change of Control Agreements provide that in the event of a Change
of
Control, as defined in the Agreements, Mr. De Caro, Mr. Howell and
Mr.
O’Connell may receive payments equal to 2.5 times the greater of their
annual salary or compensation, as applicable, and Mr. Noble and Mr.
Wolford may receive payments equal to 2 times the greater of their
annual
salary or compensation. Payments on all of the contracts are capped
so as
not to exceed the limits of Section 280G of the Internal Revenue
Code.
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SIGNATURES
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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PATRIOT
NATIONAL BANCORP, INC.
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Registrant
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January
25, 2007
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By:
/s/ Robert F. O'Connell
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Robert
F. O'Connell
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Senior
Executive Vice President
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and
Chief Financial Officer
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